REQUEST FOR PROPOSAL (RFP)
To: Qualified Companies DATE: 16th May 2014
REFERENCE
:RFP_ Develop a
Knowledge Management System for
Transitional Justice Institutions in
Lango and Acholi sub regions of
Northern Uganda
Dear Sir / Madam:
We kindly request you to submit your Proposal for design and development of an Information and Knowledge Management System for Transitional Justice Institutions in Northern Uganda.
Please be guided by the form attached hereto as Annex 3, in preparing your Proposal.
Proposals may be submitted by hand on or before Friday, June 2, 2014 at 3:00 pm to the below address:
United Nations Development Programme Plot 11, Yusuf Lule Road
Kampala, Uganda Attn: Registry Office
Technical and Financial proposals MUST BE SEPARATELY SEALED in individual envelopes marked “Technical Proposal” or “Financial Proposal” each envelope containing one Original copy marked as such, one Copy and one Digital Copy in a CD/USB drive). Each envelope MUST clearly indicate the name of the Proposer and both envelopes are to be contained in one larger envelope clearly marked “RFP_ Develop a Knowledge Management System for Transitional Justice Institutions in Lango and Acholi sub regions of Northern Uganda” clearly indicating the name of the Proposer as well as a warning that states “not to be opened before the time and date for proposal opening”
Your Proposal must be expressed in English language and valid for a minimum period of 90 days. In the course of preparing your Proposal, it shall remain your responsibility to ensure that it reaches the address above on or before the deadline. Proposals that are received by UNDP after the deadline indicated above, for whatever reason, shall not be considered for evaluation. If you are submitting your Proposal by email, kindly ensure that they are signed and in the .pdf format, and free from any virus or corrupted files.
Services proposed shall be reviewed and evaluated based on completeness and compliance of the Proposal and responsiveness with the requirements of the RFP and all other annexes providing details of UNDP requirements.
The Proposal that complies with all of the requirements meets all the evaluation criteria and offers the best value for money shall be selected and awarded the contract. Any offer that does not meet the requirements shall be rejected.
Any discrepancy between the unit price and the total price shall be re-computed by UNDP, and the unit price shall prevail and the total price shall be corrected. If the Service Provider does not accept the final price based on UNDP’s re-computation and correction of errors, its Proposal will be rejected.
No price variation due to escalation, inflation, fluctuation in exchange rates, or any other market factors shall be accepted by UNDP after it has received the Proposal.
Any Contract or Purchase Order that will be issued as a result of this RFP shall be subject to the General Terms and Conditions attached hereto. The mere act of submission of a Proposal implies that the Service Provider accepts without question the General Terms and Conditions of UNDP, herein attached as Annex 3.
Please be advised that UNDP is not bound to accept any Proposal, nor award a contract or Purchase Order, nor be responsible for any costs associated with a Service Providers preparation and submission of a Proposal, regardless of the outcome or the manner of conducting the selection process.
UNDP’s vendor protest procedure is intended to afford an opportunity to appeal for persons or firms not awarded a Purchase Order or Contract in a competitive procurement process. In the event that
you believe you have not been fairly treated, you can find detailed information about vendor protest procedures in the following link: http://www.undp.org/procurement/protest.shtml.
UNDP encourages every prospective Service Provider toprevent and avoid conflicts of interest, by disclosing to UNDP if you, or any of your affiliates or personnel, were involved in the preparation of the requirements, design, cost estimates, and other information used in this RFP.
UNDP implements a zero tolerance on fraud and other proscribed practices, and is committed to preventing, identifying and addressing all such acts and practices against UNDP, as well as third parties involved in UNDP activities. UNDP expects its Service Providers to adhere to the UN Supplier Code of Conduct found in this link: http://www.un.org/depts/ptd/pdf/conduct_english.pdf
Thank you and we look forward to receiving your Proposal.
Sincerely yours,
Justine Viola Naiga-Bagonza Procurement Analyst and Head of Procurement Unit
16th May 2014
Annex 1
Description of Requirements
Context of the Requirement The Government of Uganda developed the Peace Recovery and Development Plan (PRDP) which commenced implementation in July 2009. Now in a second phase running until June 2015, PRDPII provides a framework for the completion of the post-conflict recovery process; to strengthen the foundation for development in Northern Uganda and to narrow the gap between Northern Uganda and the national average level of all socio-economic indicators. PRDP II's strategic goal is to ensure community security, access to justice and social cohesion in Northern Uganda. In the Justice Law and Order Sectors' Strategic Investment Plan III (SIPIII)(2012/2013 - 2016/2015) the Government recognizes the role of informal justice systems in the administration of Justice and provides a unified policy and programmatic sectoral response to administration of Justice and Law enforcement in Uganda. SIPIII proposes to develop and implement a comprehensive transitional justice policy covering among others traditional justice mechanisms. These efforts resonate with the UN Country Program outcome to increase access to justice especially for women in war affected northern regions and support justice systems and structures to uphold human rights standards and outcomes.
In this context, and building on its previous engagements in Northern Uganda, UNDP continues support to PRDP2 through the Local Development and Social Cohesion in Northern Uganda Project that commenced in July 2013. Through Output 1, ''community justice, security and social cohesion increased for peaceful resolution of disputes in particular as related to land and women’s issues'', the Local Development and Social Cohesion in Northern Uganda Project shall contribute to improving access to justice by supporting informal justice systems that have the potential to provide quick, relatively inexpensive, and culturally relevant remedies with particular impact for women and children. Addressing information and knowledge management gaps would position traditional justice institutions as effective and reliable partners in supporting other government sectors including the justice law and order sector to provide justice for the most vulnerable members of society..
UNDP in a bid to strengthen the capacity of the traditional justice institutions wishes to collaborate with a competent private firm or institution to develop an information and knowledge management system for traditional justice institutions in Acholi and Lango sub-regions.
Responsible Parties for UNDP
District Local Governments, Office of the Prime Minister, Justice Law and Order Sector, Ker Kwaro Acholi and Lango Cultural Foundation
Brief Description of the Required Services
Design and Development of an Information and Knowledge Management System for Transitional Justice Institutions in Northern Uganda. Further details in ToRs – Annex 2
List and Description of Expected Outputs to be Delivered
1. Inception report with proposed work plan
2. Concept for an Information and Knowledge Management System 3. Draft Information and knowledge Management System developed 4. Final Information and knowledge Management System developed 5. Training of staff conducted on use of the Information and Knowledge
system Person (s)to Supervise the
Work/Performance of the Service Provider
Team Leader for Crisis Prevention and Recovery Unit, Northern Uganda Programme Manager, Programme Analyst for Access to Justice, Rule of Law, and Human Rights and Area Project Manager (for field level supervision)
Frequency of Reporting Monthly and regularly in accordance to deliverables timeframes Progress Reporting
Requirements
Electronic and hard copies highlighting progress in accordance to UNDP reporting format
Location of work ☒Gulu and Lira in Northern Uganda Expected duration of work 40 days
Target start date June 2014
Latest completion date 40 days after signature of contract
Travels Expected To the Acholi and Lango sub-regions as necessary to achieve the deliverables requested in this RFP. Special Security Requirements N/A Facilities to be Provided by UNDP
☒Others Access to previous progress reports relevant to assignment All costs needed to achieve the deliverables set forth in this RFP
are to be included in the financial proposals from the offerors (transport, professional fees, software, hardware, communication, consumables, etc) Implementation Schedule
indicating breakdown and timing of activities/sub-activities
☒Required. To be included in the technical proposal.
Names and curriculum vitae of individuals who will be involved in completing the services
☒Required. Technical proposals must identify who in the company would be taking the role of Team Leader and specify the roles of the different staff proposed.
Currency of Proposal ☒Local Currency (UGX) Value Added Tax on Price
Proposal1
☒must be exclusive of VAT and other applicable indirect taxes Validity Period of Proposals
(Counting for the last day of submission of quotes)
☒90 days
In exceptional circumstances, UNDP may request the Proposer to extend the validity of the Proposal beyond what has been initially indicated in this RFP. The Proposal shall then confirm the extension in writing, without any modification whatsoever on the Proposal.
Partial Quotes ☒Not permitted
1
VAT exemption status varies from one country to another. Pls. check whatever is applicable to the UNDP CO/BU requiring the service.
Payment Terms Outputs Percentage Timing Condition for Payment Release Inception Report with proposed work plan 20% 10 days after signing of Contract
Within thirty (30) days from the date of meeting the following conditions: a) UNDP’s acceptance of progress report indicating accomplishment of outputs; and b) Receipt of original
invoice from the Service Provider. Concept for information and knowledge management system Draft Information and Knowledge Management System; 35% 26 days after signing of Contract Final Information and Knowledge Management System; 20% 33 days after signing of Contract Training Workshop conducted 25% 40 days after signing of Contract Final Report of Assignment Person(s) to review/inspect/ approve outputs/completed services and authorize the disbursement of payment
Technical reports will be submitted to Northern Uganda Programme Manager and will be commented on and approved by UNDP Team Leader CPRU
Type of Contract to be Signed
☒Contract for Professional Services
Criteria for Contract Award ☒Highest Combined Score (based on the 70% technical offer and 30% price weight distribution)
☒Full acceptance of the UNDP Contract General Terms and Conditions(GTC). This is a mandatory criteria and cannot be deleted regardless of the nature of services required. Non acceptance of the GTC may be grounds for the rejection of the Proposal.
Criteria for the Assessment of Proposal
Technical Proposal (70%)
Expertise of the Firm (20 points)
Methodology, Its Appropriateness to the Condition and Timeliness of the Implementation Plan (30 point )
Management Structure and Qualification of Key Personnel (20 points)
Financial Proposal (30%)
To be computed as a ratio of the Proposal’s offer to the lowest price among the proposals received by UNDP.
UNDP will award the contract to:
☒One Service Provider
Annexes to this RFP Detailed TOR (Annex 2)
Form for Submission of Proposal (Annex 3)
General Terms and Conditions / Special Conditions (Annex 4)
Contact Person for Inquiries (Written inquiries only)2
Justine Viola Naiga-Bagonza
Procurement Analyst and Head of Procurement unit
justine.naiga-bagonza@undp.org and cc: agnes.kintu@undp.org
Any delay in UNDP’s response shall be not used as a reason for extending the deadline for submission, unless UNDP determines that such an extension is necessary and communicates a new deadline to the Proposers.
Other Information The Financial Proposal and the Technical Proposal Envelopes MUST BE COMPLETELY SEPARATE and each of them must be submitted sealed individually and clearly marked on the outside as either “TECHNICAL
PROPOSAL” or “FINANCIAL PROPOSAL”, as appropriate. Each envelope MUST clearly indicate the name of the Proposer. The outer envelopes shall bear the address of UNDP as specified and shall include the Proposer’s name and address, as well as a warning that state “not to be opened before the time and date for proposal opening” .The Proposer shall assume the responsibility for the misplacement or premature opening of Proposals due to improper sealing and labeling by the Proposer.
Evaluation Criteria
Summary of Technical Proposal Evaluation Forms Score Weight Points Obtainable
1. Expertise of Firm / Organization 30% 30
2. Proposed Methodology, Approach and Implementation Plan 40% 40
3. Management Structure and Key Personnel 30% 30
Total 100
2
This contact person and address is officially designated by UNDP. If inquiries are sent to other person/s or address/es, even if they are UNDP staff, UNDP shall have no obligation to respond nor can UNDP confirm that the query was received.
Technical Proposal Evaluation Form 1
Points obtainable
Expertise of the Organization
1.1 Reputation of Organization and Staff / Credibility / Reliability / Industry Standing
- To be based on previous experience with other reputable organizations
- Established with operations in Northern Uganda
5
1.2 General Organizational Capability which is likely to affect implementation - Financial stability (Include updated bank statement for the last six
months)
- age/size of the firm
- strength of project management support - project management controls
9
1.3 Extent to which any work would be subcontracted (subcontracting carries additional risks which may affect project implementation, but properly done it offers a chance to access specialized skills.)
1.5
1.4 Quality assurance procedures
- Ability of the contracted organization to produce timely qualitative and precise informative reports
2.5
1.5 Relevance of:
- Specialized Knowledge in Knowledge management systems development
- Experience on Similar Programme / Projects in the last 3 years (Please provide these for reference purposes)
- Experience on Projects in the Northern Uganda Region Work for UNDP/ major multilateral/ or bilateral programmes
12
Total Part 1
30
Technical Proposal Evaluation - Form 2 Points Obtainable
Proposed Methodology, Approach and Implementation Plan
2.1 To what degree does the Proposer understand the task? 3
2.2 Have the important aspects of the task been addressed in sufficient detail? 2.5 2.3 Are the different components of the project adequately weighted relative to one another? 2.0 2.5 Is the conceptual framework adopted appropriate for the task? 6.5 2.6 Is the scope of task well defined and does it correspond to the TOR? 17.5 2.7 Is the presentation clear and is the sequence of activities and the planning logical, realistic
and promise efficient implementation to the project?
8.5
Total Part 2
40
Technical Proposal Evaluation - Form 3 Points Obtainable
Management Structure and Key Personnel
3.1 Team Leader 14
General Qualification 12 Suitability for the Project
- International Experience 1.5
- Training Experience 3.0
- Professional Experience in the area of specialization 4.5
- Knowledge of the region 3.0
- Language Qualifications 2.0
14
3.2 Technical Expert 12
Sub-Score
General Qualification 10
Suitability for the Project
- International Experience 1.0
- Training Experience 2.0
- Professional Experience in the area of specialization 4.5
- Knowledge of the region 2.5
- Language Qualifications 2.0
12
3.3 Support Staff 4
Sub-Score
General Qualification 3
Suitability for the Project
- Training Experience 1.0
- Professional Experience in the area of specialization 1.0
- Knowledge of the region 1.0
- Language Qualification 1.0
4.0
Total Part 3
Annex 2
Terms of References
Develop a Knowledge Management System for Transitional Justice Institutions in Lango and
Acholi sub regions of Northern Uganda
Project:
Local Development and Social Cohesion in Northern Uganda
Location:
Lira and Gulu
Starting date:
Upon signature of contract
Expected Duration of Assignment: 40 days
A. Background
The Government of Uganda developed the Peace Recovery and Development Plan (PRDP) which commenced implementation in July 2009. Now in a second phase running until June 2015, PRDPII provides a framework for the completion of the post-conflict recovery process; to strengthen the foundation for development in Northern Uganda and to narrow the gap between Northern Uganda and the national average level of all socio-economic indicators. PRDP II's strategic goal is to ensure community security, access to justice and social cohesion in Northern Uganda. In the Justice Law and Order Sectors' Strategic Investment Plan III (SIP III) (2012/2013 - 2016/2015) the Government recognizes the role of informal justice systems in the administration of Justice and provides a unified policy and programmatic sectoral response to administration of Justice and Law enforcement in Uganda. SIP III proposes to develop and implement a comprehensive transitional justice policy covering among others traditional justice mechanisms. These efforts resonate with the UN Country Program outcome to increase access to justice especially for women in war affected northern regions and support justice systems and structures to uphold human rights standards and outcomes.
In this context, and building on its previous engagements in Northern Uganda, UNDP continues support to PRDP2 through the Local Development and Social Cohesion in Northern Uganda Project that commenced in July 2013. Through Output 1, ''community justice, security and social cohesion increased for peaceful resolution of disputes in particular as related to land and women’s issues'', the Local Development and Social Cohesion in Northern Uganda Project shall contribute to improving access to justice by supporting informal justice systems that have the potential to provide quick, relatively
inexpensive, and culturally relevant remedies with particular impact for women and children. Preliminary results of a traditional justice institutions Capacity Needs Assessment commissioned in 2013 by UNDP disclose glaring capacity gaps and weak institutional memory and systems in administering justice. These are occasioned by manpower and resource constraints compounded by inadequate management and knowledge systems. The study while it reiterates that Traditional justice institutions play a pivotal role in filling gaps where formal justice systems are constrained or inadequate to address specific situations, restates the shortcomings of the current state of transitional justice institutions. Addressing information and knowledge management gaps would position traditional justice institutions as effective and reliable partners in supporting other government sectors including the justice law and order sector.
UNDP in response to some of the needs highlighted in the Capacity Needs Assessment Report and in a bid to strengthen the capacity of the traditional justice institutions wishes to collaborate with a competent private firm or institution to develop an information and knowledge management system for traditional justice institutions in Acholi and Lango sub-regions.
B. Objective of the assignment
The main objective of the assignment is to support Government of Uganda efforts to provide community security and access to justice in post conflict Northern Uganda by bolstering Traditional Justice Institutions' capacity to perform their mandate and support Formal Justice Institutions for improved access to justice and community security. This will be achieved through establishment of an information and knowledge management system which supports record keeping, planning, knowledge sharing and monitoring and evaluating performance of the traditional justice institutions.
Specific objectives of the assignment:
The establishment of an information and knowledge management system;
a) Responds to an identified gap in the management of information and knowledge by the traditional justice institutions.
b) Supports the creation of a system for enhancing institutional memory by establishing a repository for internal and external information and knowledge resources.
c) Provides an information base to support strategic planning and collaboration with development partners and government of Uganda agencies.
d) Facilitates effective monitoring and evaluation of traditional justice institution plans and programmes.
e) Provides a point of reference for partnership with development partners, government agencies, civil society organizations and nongovernmental organizations.
C. Scope of Work and Deliverables
The firm/institution shall design a system for traditional justice institutions operating in a dual justice context that is continuously evolving. Specifically, the organization will deliver on the following:
a. Catalogue institutional information and knowledge types both internal and external;
b. Catalogue and assess current institutional information and knowledge management processes and systems where available;
c. Design a structured repository for refining, organizing, and storing information and knowledge using the latest and most relevant technologies available;
d. Ensure that the Information and knowledge management system design facilitates record management, performance tracking and informs reporting for planning, monitoring and evaluation;
e. Conduct training for the traditional justice institutions staff on the use of the designed system.
D. Expected Outputs
Deliverables/Outputs
Estimated Duration
to Complete
Target Due Dates
Review and Approvals
required
Brief Inception Report with proposed work plan
3 days 6th June 2014 UNDP/JLOS/KKA/LCF
Concept for an Information and Knowledge Management System
7 days 16th June 2014 UNDP/JLOS/KKA/LCF
Draft Information and Knowledge Management System
16 days 4th July 2014 UNDP/JLOS/KKA/LCF
Final Information and Knowledge Management System
7 days 14th July 2014 UNDP/JLOS/KKA/LCF
Training of nominated staff on the systems use.
7 days 21st July 2014 UNDP/JLOS/KKA/LCF
E. Institutional Arrangement
a) The successful organization will work on day to day basis with the Programme Analyst for Access to Justice, Rule of Law, and Human Rights and the Northern Uganda Programme Manager supervised by the Team Leader Crisis Prevention and Recovery Unit (CPR) but with overall reporting to the UNDP Country Director;
b) The successful organization will at field level work closely with the UNDP field project staff based in Gulu, Lira and Moroto offices for the day to day oversight and reporting;
c) The successful organization will report monthly to UNDP using standard UNDP templates for both financial and substantive reporting; In some cases as may be required, more frequent reports and briefs shall be provided by the organization;
d) The successful organization will liaise, interact, and collaborate/meet with Ker Kwaro Acholi, Lango Cultural Foundation, JLOS institutions, District Local Governments, Development Partners, CSOs and selected communities of Northern Uganda in completing the assignment. The successful organization will also interact as may be required with other responsible parties implementing related interventions of the Local Development and Social Cohesion in Northern Uganda project;
e) The extent of participation of these collaborative entities during implementation will be solely for ensuring effective delivery of intended services and avoidance of duplication of efforts. The overall management of contract will be handled by UNDP;
f) The project will not provide any facility, support personnel, support service, or logistics to the successful organization during implementation. It’s expected that the successful organization will use its personnel, services and logistics to deliver on the required services.
F. Duration of the Work
The assignment will be executed within a period of 40 days commencing immediately upon
signature of contract.
The successful organization is expected to adhere to the specified dates.G. Location of Work
Services shall be delivered in Gulu and Lira districts of Northern Uganda. The service provider will be required to be present in the districts during the implementation of activities.
H
. Qualifications of the Successful Service Provider
The following are the required qualifications of the prospective organization:
a) Must be legally registered and authorized to operate in Uganda;b) At least 5 years experience in systems design and designing information and knowledge management systems;
c) A team of technical experts and support staff should be dedicated by the organization to the implementation of the required intervention:
Technical experts (at least 3, one of them will be the team leader):
a. A minimum each of a Masters Degree in Business Administration and Management, Development Studies, Law, Information and communications technology, information science or related field;
b. At least 5 years each of work experience in systems development and programming, information and knowledge management with knowledge of general legal and development issues in conflict and post conflict settings;
c. Prior work experience in and knowledge of Northern Uganda or similar context will be an added advantage;
d. Excellent analytical and writing skills with the capacity to process qualitative and quantitative information and produce clear and precise reports.
e. Excellent facilitation and training skills f. Fluency in English.
Support staff (at least 2):
I. Scope of Proposal Price and Schedule of Payments
a. The contract price will be a fixed output-based price regardless of extension of duration;
b. The potential contractor should submit an all inclusive bid with detailed costing for professional fees, operational costs, support personnel to be deployed, travel costs anticipated etc;
c. Payment will be made by UNDP upon achievement of the corresponding milestones identified and outlined in this RFP (Data sheet) in accordance with an approved work plan and budget.
Annex 3.1
FORM FOR SUBMITTING SERVICE PROVIDER’S TECHNICAL PROPOSAL
3(This Form must be submitted only using the Service Provider’s Official Letterhead/Stationery4)
[insert: Location]. [insert: Date] To: [insert: Name and Address of UNDP focal point]
Dear Sir/Madam:
We, the undersigned, hereby offer to render the following services to UNDP in conformity with the requirements defined in the RFPdated[specify date], and all of its attachments, as well as the provisions of the UNDP General Contract Terms and Conditions : A. Qualifications of the Service Provider
The Service Provider must describe and explain how and why they are the best entity that can deliver the requirements of UNDP by indicating the following:
a) Organization Profile – describing the nature of business, field of expertise, licenses, certifications, accreditations;
b) Business Licenses – Registration Papers, Tax Payment Certification, etc.
c) Latest Financial Statement – income statement and balance sheet to indicate Its financial stability, liquidity, credit standing, and market reputation, etc. ;
d) Track Record – list of clients for similar services as those required by UNDP, indicating description of contract scope, contract duration, contract value, contact references;
e) Written Self-Declaration that the Organization is not in the UN Security Council 1267/1989 List, UN Procurement Division List or Other UN Ineligibility List.
B. Proposed Methodology for the Completion of Services
The Service Provider must describe how it will address/deliver the demands of the RFP; providing a detailed description of the essential performance characteristics, reporting conditions and quality assurance mechanisms that will be put in place, while demonstrating that the proposed methodology will be appropriate to the local conditions and context of the work.
3
This serves as a guide to the Service Provider in preparing the Proposal. 4
Official Letterhead/Stationery must indicate contact details – addresses, email, phone and fax numbers – for verification purposes
C. Qualifications of Key Personnel
The Service Provider must provide:
a) Names and qualifications of the key personnel that will perform the services indicating who is the Team Leader, technical expert is and supporting staff.
b) CVs of key personnel demonstrating qualifications must be submitted; and
Annex 3.2
FORM FOR SUBMITTING SERVICE PROVIDER’S FINANCIAL PROPOSAL
5(This Form must be submitted only using the Service Provider’s Official Letterhead/Stationery6)
[insert: Location]. [insert: Date] To: [insert: Name and Address of UNDP focal point]
Dear Sir/Madam:
We, the undersigned, hereby offer to render the following services to UNDP in conformity with the requirements defined in the RFP dated[specify date], and all of its attachments, as well as the provisions of the UNDP General Contract Terms and Conditions :
D. Cost Breakdown per Deliverable*
Deliverables
[list them as referred to in the RFP]
Percentage of Total Price
(Weight for payment)
Price
(Lump Sum, All Inclusive) 1 Inception Report with proposed work
plan
20% 3 Concept for Information and Knowledge
Management System
4 Draft Information and Knowledge Management System
35% Final Information and Knowledge
Management System
20% 5 Training of Staff and final report for
assignment
25%
Total 100%
*This shall be the basis of the payment tranches
5
This serves as a guide to the Service Provider in preparing the Proposal. 6
Official Letterhead/Stationery must indicate contact details – addresses, email, phone and fax numbers – for verification purposes
E. Cost Breakdown by Cost Component[This is only an Example] (This total must equal tables D above )
Description of Activity Remuneration per Unit of Time
Total Period of Engagement
No. of Personnel
Total Rate I. Personnel Services (for only those
applicable) Team Leader Technical Expert Technical Expert Support staff 1 Support staff 2
II. Out of Pocket Expenses (if applicable) 1. Travel Costs 2. Communications 3. Reproduction 4. Equipment Lease 5. Others
III. Other Related Costs
[Name and Signature of the Service Provider’s Authorized Person]
[Designation] [Date]
Annex 4
General Terms and Conditions for Services
1.0 LEGAL STATUS:
The Contractor shall be considered as having the legal status of an independent contractor vis-à-vis the United Nations Development Programme (UNDP). The Contractor’s personnel and sub-contractors shall not be considered in any respect as being the employees or agents of UNDP or the United Nations.
2.0 SOURCE OF INSTRUCTIONS:
The Contractor shall neither seek nor accept instructions from any authority external to UNDP in connection with the performance of its services under this Contract. The Contractor shall refrain from any action that may adversely affect UNDP or the United Nations and shall fulfill its commitments with the fullest regard to the interests of UNDP.
3.0 CONTRACTOR'S RESPONSIBILITY FOR EMPLOYEES:
The Contractor shall be responsible for the professional and technical competence of its employees and will select, for work under this Contract, reliable individuals who will perform effectively in the implementation of this Contract, respect the local customs, and conform to a high standard of moral and ethical conduct.
4.0 ASSIGNMENT:
The Contractor shall not assign, transfer, pledge or make other disposition of this Contract or any part thereof, or any of the Contractor's rights, claims or obligations under this Contract except with the prior written consent of UNDP.
5.0 SUB-CONTRACTING:
In the event the Contractor requires the services of sub-contractors, the Contractor shall obtain the prior written approval and clearance of UNDP for all contractors. The approval of UNDP of a sub-contractor shall not relieve the Contractor of any of its obligations under this Contract. The terms of any sub-contract shall be subject to and conform to the provisions of this Contract.
6.0 OFFICIALS NOT TO BENEFIT:
The Contractor warrants that no official of UNDP or the United Nations has received or will be offered by the Contractor any direct or indirect benefit arising from this Contract or the award thereof. The Contractor agrees that breach of this provision is a breach of an essential term of this Contract.
The Contractor shall indemnify, hold and save harmless, and defend, at its own expense, UNDP, its officials, agents, servants and employees from and against all suits, claims, demands, and liability of any nature or kind, including their costs and expenses, arising out of acts or omissions of the Contractor, or the Contractor's employees, officers, agents or sub-contractors, in the performance of this Contract. This provision shall extend, inter alia, to claims and liability in the nature of workmen's compensation, products liability and liability arising out of the use of patented inventions or devices, copyrighted material or other intellectual property by the Contractor, its employees, officers, agents, servants or sub-contractors. The obligations under this Article do not lapse upon termination of this Contract.
8.0 INSURANCE AND LIABILITIES TO THIRD PARTIES:
8.1 The Contractor shall provide and thereafter maintain insurance against all risks in respect of its property and any equipment used for the execution of this Contract.
8.2 The Contractor shall provide and thereafter maintain all appropriate workmen's compensation insurance, or the equivalent, with respect to its employees to cover claims for personal injury or death in connection with this Contract.
8.3 The Contractor shall also provide and thereafter maintain liability insurance in an adequate amount to cover third party claims for death or bodily injury, or loss of or damage to property, arising from or in connection with the provision of services under this Contract or the operation of any vehicles, boats, airplanes or other equipment owned or leased by the Contractor or its agents, servants, employees or sub-contractors performing work or services in connection with this Contract.
8.4 Except for the workmen's compensation insurance, the insurance policies under this Article shall:
8.4.1 Name UNDP as additional insured;
8.4.2 Include a waiver of subrogation of the Contractor's rights to the insurance carrier against
the UNDP;
8.4.3 Provide that the UNDP shall receive thirty (30) days written notice from the insurers prior
to any cancellation or change of coverage.
8.5 The Contractor shall, upon request, provide the UNDP with satisfactory evidence of the insurance required under this Article.
9.0 ENCUMBRANCES/LIENS:
The Contractor shall not cause or permit any lien, attachment or other encumbrance by any person to be placed on file or to remain on file in any public office or on file with the UNDP against any monies due or to become due for any work done or materials furnished under this Contract, or by reason of any other claim or demand against the Contractor.
10.0 TITLE TO EQUIPMENT:
Title to any equipment and supplies that may be furnished by UNDP shall rest with UNDP and any such equipment shall be returned to UNDP at the conclusion of this Contract or when no longer needed by the Contractor. Such equipment, when returned to UNDP, shall be in the same condition as when delivered to the Contractor, subject to normal wear and tear. The Contractor shall be liable to compensate UNDP for equipment determined to be damaged or degraded beyond normal wear and tear.
11.1 Except as is otherwise expressly provided in writing in the Contract, the UNDP shall be entitled to all intellectual property and other proprietary rights including, but not limited to, patents, copyrights, and trademarks, with regard to products, processes, inventions, ideas, know-how, or documents and other materials which the Contractor has developed for the UNDP under the Contract and which bear a direct relation to or are produced or prepared or collected in consequence of, or during the course of, the performance of the Contract, and the Contractor acknowledges and agrees that such products, documents and other materials constitute works made for hire for the UNDP.
11.2 To the extent that any such intellectual property or other proprietary rights consist of any intellectual property or other proprietary rights of the Contractor: (i) that pre-existed the performance by the Contractor of its obligations under the Contract, or (ii) that the Contractor may develop or acquire, or may have developed or acquired, independently of the performance of its obligations under the Contract, the UNDP does not and shall not claim any ownership interest thereto, and the Contractor grants to the UNDP a perpetual license to use such intellectual property or other proprietary right solely for the purposes of and in accordance with the requirements of the Contract.
11.3 At the request of the UNDP; the Contractor shall take all necessary steps, execute all necessary documents and generally assist in securing such proprietary rights and transferring or licensing them to the UNDP in compliance with the requirements of the applicable law and of the Contract.
11.4 Subject to the foregoing provisions, all maps, drawings, photographs, mosaics, plans, reports, estimates, recommendations, documents, and all other data compiled by or received by the Contractor under the Contract shall be the property of the UNDP, shall be made available for use or inspection by the UNDP at reasonable times and in reasonable places, shall be treated as confidential, and shall be delivered only to UNDP authorized officials on completion of work under the Contract.
12.0 USE OF NAME, EMBLEM OR OFFICIAL SEAL OF UNDP OR THE UNITED NATIONS:
The Contractor shall not advertise or otherwise make public the fact that it is a Contractor with UNDP, nor shall the Contractor, in any manner whatsoever use the name, emblem or official seal of UNDP or THE United Nations, or any abbreviation of the name of UNDP or United Nations in connection with its business or otherwise.
13.0 CONFIDENTIAL NATURE OF DOCUMENTS AND INFORMATION:
Information and data that is considered proprietary by either Party and that is delivered or disclosed by one Party (“Discloser”) to the other Party (“Recipient”) during the course of performance of the Contract, and that is designated as confidential (“Information”), shall be held in confidence by that Party and shall be handled as follows:
13.1 The recipient (“Recipient”) of such information shall:
13.1.1 use the same care and discretion to avoid disclosure, publication or dissemination of the
Discloser’s Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; and,
13.2 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Information confidential in accordance with the Contract and this Article 13, the Recipient may disclose Information to:
13.2.1 any other party with the Discloser’s prior written consent; and,
13.2.2 the Recipient’s employees, officials, representatives and agents who have a need to
know such Information for purposes of performing obligations under the Contract, and employees officials, representatives and agents of any legal entity that it controls it, or with which it is under common control, who have a need to know such Information for purposes of performing obligations under the Contract, provided that, for these purposes a controlled legal entity means:
13.2.2.1a corporate entity in which the Party owns or otherwise controls, whether
directly or indirectly, over fifty percent (50%) of voting shares thereof; or,
13.2.2.2any entity over which the Party exercises effective managerial control; or, 13.2.2.3 for the UNDP, an affiliated Fund such as UNCDF, UNIFEM and UNV.
13.3 The Contractor may disclose Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of the United Nations, the Contractor will give the UNDP sufficient prior notice of a request for the disclosure of Information in order to allow the UNDP to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made.
13.4 The UNDP may disclose Information to the extent as required pursuant to the Charter of the UN, resolutions or regulations of the General Assembly, or rules promulgated by the Secretary-General.
13.5 The Recipient shall not be precluded from disclosing Information that is obtained by the Recipient from a third party without restriction, is disclosed by the Discloser to a third party without any obligation of confidentiality, is previously known by the Recipient, or at any time is developed by the Recipient completely independently of any disclosures hereunder.
13.6 These obligations and restrictions of confidentiality shall be effective during the term of the Contract, including any extension thereof, and, unless otherwise provided in the Contract, shall remain effective following any termination of the Contract.
14.0 FORCE MAJEURE; OTHER CHANGES IN CONDITIONS
14.1 In the event of and as soon as possible after the occurrence of any cause constituting force majeure, the Contractor shall give notice and full particulars in writing to the UNDP, of such occurrence or change if the Contractor is thereby rendered unable, wholly or in part, to perform its obligations and meet its responsibilities under this Contract. The Contractor shall also notify the UNDP of any other changes in conditions or the occurrence of any event that interferes or threatens to interfere with its performance of this Contract. On receipt of the notice required under this Article, the UNDP shall take such action as, in its sole discretion; it considers to be appropriate or necessary in the circumstances, including the granting to the Contractor of a reasonable extension of time in which to perform its obligations under this Contract.
14.2 If the Contractor is rendered permanently unable, wholly, or in part, by reason of force majeure to perform its obligations and meet its responsibilities under this Contract, the UNDP shall have the right to suspend or terminate this Contract on the same terms and conditions as are provided for in Article 15, "Termination", except that the period of notice shall be seven (7) days instead of thirty (30) days.
14.3 Force majeure as used in this Article means acts of God, war (whether declared or not), invasion, revolution, insurrection, or other acts of a similar nature or force.
14.4 The Contractor acknowledges and agrees that, with respect to any obligations under the Contract that the Contractor must perform in or for any areas in which the UNDP is engaged in, preparing to engage in, or disengaging from any peacekeeping, humanitarian or similar operations, any delays or failure to perform such obligations arising from or relating to harsh conditions within such areas or to any incidents of civil unrest occurring in such areas shall not, in and of itself, constitute force majeure under the Contract..
15.0 TERMINATION
15.1 Either party may terminate this Contract for cause, in whole or in part, upon thirty (30) days notice, in writing, to the other party. The initiation of arbitral proceedings in accordance with Article 16.2 (“Arbitration”), below, shall not be deemed a termination of this Contract.
15.2 UNDP reserves the right to terminate without cause this Contract at any time upon 15 days prior written notice to the Contractor, in which case UNDP shall reimburse the Contractor for all reasonable costs incurred by the Contractor prior to receipt of the notice of termination.
15.3 In the event of any termination by UNDP under this Article, no payment shall be due from UNDP to the Contractor except for work and services satisfactorily performed in conformity with the express terms of this Contract.
15.4 Should the Contractor be adjudged bankrupt, or be liquidated or become insolvent, or should the Contractor make an assignment for the benefit of its creditors, or should a Receiver be appointed on account of the insolvency of the Contractor, the UNDP may, without prejudice to any other right or remedy it may have under the terms of these conditions, terminate this Contract forthwith. The Contractor shall immediately inform the UNDP of the occurrence of any of the above events.
16.0 SETTLEMENT OF DISPUTES
16.1 Amicable Settlement: The Parties shall use their best efforts to settle amicably any dispute,
controversy or claim arising out of this Contract or the breach, termination or invalidity thereof. Where the parties wish to seek such an amicable settlement through conciliation, the conciliation shall take place in accordance with the UNCITRAL Conciliation Rules then obtaining, or according to such other procedure as may be agreed between the parties.
16.2 Arbitration: Any dispute, controversy, or claim between the Parties arising out of the Contract or
the breach, termination, or invalidity thereof, unless settled amicably under Article 16.1, above, within sixty (60) days after receipt by one Party of the other Party’s written request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining. The decisions of the arbitral tribunal shall be based on general principles of international commercial law. For all evidentiary questions, the arbitral tribunal shall be guided by the Supplementary Rules Governing the Presentation and Reception of Evidence in International Commercial Arbitration of the International Bar Association, 28 May 1983 edition. The arbitral tribunal shall be empowered to order the return or destruction of goods or any property, whether tangible or intangible, or of any confidential information provided under the Contract, order the termination of the Contract, or order that any other protective measures be taken with respect to the goods, services or any other property, whether tangible or intangible, or of any confidential information provided under the Contract, as
appropriate, all in accordance with the authority of the arbitral tribunal pursuant to Article 26 (“Interim Measures of Protection”) and Article 32 (“Form and Effect of the Award”) of the UNCITRAL Arbitration Rules. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in the Contract, the arbitral tribunal shall have no authority to award interest in excess of the London Inter-Bank Offered Rate (“LIBOR”) then prevailing, and any such interest shall be simple interest only. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such dispute, controversy, or claim.
17.0 PRIVILEGES AND IMMUNITIES:
Nothing in or relating to this Contract shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including its subsidiary organs.
18.0 TAX EXEMPTION
18.1 Section 7 of the Convention on the Privileges and Immunities of the United Nations provides inter-alia that the United Nations, including its subsidiary organs, is exempt from all direct taxes, except charges for public utility services, and is exempt from customs duties and charges of a similar nature in respect of articles imported or exported for its official use. In the event any governmental authority refuses to recognize the United Nations exemption from such taxes, duties or charges, the Contractor shall immediately consult with the UNDP to determine a mutually acceptable procedure.
18.2 Accordingly, the Contractor authorizes UNDP to deduct from the Contractor's invoice any amount representing such taxes, duties or charges, unless the Contractor has consulted with the UNDP before the payment thereof and the UNDP has, in each instance, specifically authorized the Contractor to pay such taxes, duties or charges under protest. In that event, the Contractor shall provide the UNDP with written evidence that payment of such taxes, duties or charges has been made and appropriately authorized.
19.0 CHILD LABOUR
19.1 The Contractor represents and warrants that neither it, nor any of its suppliers is engaged in any practice inconsistent with the rights set forth in the Convention on the Rights of the Child, including Article 32 thereof, which, inter alia, requires that a child shall be protected from performing any work that is likely to be hazardous or to interfere with the child's education, or to be harmful to the child's health or physical mental, spiritual, moral or social development.
19.2 Any breach of this representation and warranty shall entitle UNDP to terminate this Contract immediately upon notice to the Contractor, at no cost to UNDP.
20.0 MINES:
20.1 The Contractor represents and warrants that neither it nor any of its suppliers is actively and directly engaged in patent activities, development, assembly, production, trade or manufacture of mines or in such activities in respect of components primarily utilized in the manufacture of Mines. The term "Mines" means those devices defined in Article 2, Paragraphs 1, 4 and 5 of Protocol II annexed to the Convention on Prohibitions and Restrictions on the Use of Certain Conventional Weapons Which May Be Deemed to Be Excessively Injurious or to Have Indiscriminate Effects of 1980.
20.2 Any breach of this representation and warranty shall entitle UNDP to terminate this Contract immediately upon notice to the Contractor, without any liability for termination charges or any other liability of any kind of UNDP.
21.0 OBSERVANCE OF THE LAW:
The Contractor shall comply with all laws, ordinances, rules, and regulations bearing upon the performance of its obligations under the terms of this Contract.
22.0 SEXUAL EXPLOITATION:
22.1 The Contractor shall take all appropriate measures to prevent sexual exploitation or abuse of anyone by it or by any of its employees or any other persons who may be engaged by the Contractor to perform any services under the Contract. For these purposes, sexual activity with any person less than eighteen years of age, regardless of any laws relating to consent, shall constitute the sexual exploitation and abuse of such person. In addition, the Contractor shall refrain from, and shall take all appropriate measures to prohibit its employees or other persons engaged by it from, exchanging any money, goods, services, offers of employment or other things of value, for sexual favors or activities, or from engaging in any sexual activities that are exploitive or degrading to any person. The Contractor acknowledges and agrees that the provisions hereof constitute an essential term of the Contract and that any breach of this representation and warranty shall entitle UNDP to terminate the Contract immediately upon notice to the Contractor, without any liability for termination charges or any other liability of any kind.
22.2 The UNDP shall not apply the foregoing standard relating to age in any case in which the Contractor’s personnel or any other person who may be engaged by the Contractor to perform any services under the Contract is married to the person less than the age of eighteen years with whom sexual activity has occurred and in which such marriage is recognized as valid under the laws of the country of citizenship of such Contractor’s personnel or such other person who may be engaged by the Contractor to perform any services under the Contract.
23.0 AUTHORITY TO MODIFY:
Pursuant to the Financial Regulations and Rules of UNDP, only the UNDP Authorized Official possesses the authority to agree on behalf of UNDP to any modification of or change in this Contract, to a waiver of any of its provisions or to any additional contractual relationship of any kind with the Contractor. Accordingly, no modification or change in this Contract shall be valid and enforceable against UNDP unless provided by an amendment to this Contract signed by the Contractor and jointly by the UNDP Authorized Official.
